Terms and Conditions

Whereas, RedQuanta maintains a market research business, a customer base, and shopper base, enjoys the good will of the public, and has a reputation for quality, experience, and expertise. RedQuanta generates, among other things, mystery shopper reports and audit findings, using varying methods such as on-site visits, telecommunication, web-based and intercept interviews. The reports that are generated from the programs we develop are provided to our clients for the purpose of determining operational successes and opportunities for improvement in such areas as service, sales, product presentation, facility maintenance, and other specifics of the clients operations and personnel.

Whereas, Shopper wishes to perform 'Mystery Shopping' assignments for and under the guidance of RedQuanta; and, WHEREAS, RedQuanta and Shopper seek to reduce to writing their respective rights and obligations arising out of their intended independent contractor relationship; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

This Agreement contemplates the creation of a relationship of independent contractor by and between RedQuanta and Shopper; with Shopper as Contractor, and RedQuanta as Contractee. Nothing herein is intended to create, nor should be construed as creating, the relationship of employer and employee.

Project opportunities are offered by varying means on as needed, rotating basis. Shopper may choose to accept or reject any proposed project. You agree and understand we have the option and choice to ask for your services as an independent contractor in performing said services, or not. You, in turn, have the right to accept or not to accept any project posted.

Shopper understands and agrees that Shopper will receive no minimum salary, sick pay, or vacation pay from RedQuanta. Shopper will not receive any type of fringe benefits from RedQuanta including, but not limited to, health or hospitalization insurance, dental insurance coverage, life insurance, disability protection, workman's compensation insurance, retirement plans, and the like.

Subject to Shopper's responsibility to perform assigned jobs in a timely manner, Shopper does not have to consult with or account to RedQuanta concerning Shopper's schedule, hours worked, time off, or vacations taken.

Shopper agrees that all entertainment, automobile and transportation expenses, and all other expenses incurred in connection with the work of Shopper contemplated by this Agreement, will be paid entirely by Shopper without any reimbursement from RedQuanta.

Shopper understands that Shopper is not required to attend any mandatory meetings, to meet any quotas, or to serve on office duty. Further, RedQuanta shall have no control over the number of hours worked by Shopper.

Shopper understands and agrees to complete, transmit and accept follow-up requests for reports and receipts on accepted projects in a professional manner on completing the on-line application to solicit evaluator projects from RedQuanta

Shopper's compensation for services rendered pursuant hereto shall be based solely on the number of acceptable reports received by RedQuanta.

Fees will be deemed to have been earned by Shopper hereunder only if RedQuanta has received acceptable, properly completed reports in a timely manner from Shopper. Payment to Shopper shall be made by check mailed on or before the last day of the month following the month during which RedQuanta receives Shopper's report(s) in accordance herewith.

RedQuanta shall be the sole and final judge of whether any completed report is valuable to RedQuanta, and whether any fee is due to Shopper on account thereof. Adjustments in compensation may occur in the form of penalties as a result of late, incomplete, or inaccurate reports or if project requirements are not met. In the event of any dispute between Shopper and RedQuanta concerning whether.

Shopper shall have no authority to bind, obligate, or commit RedQuanta in any manner, including by any promise or representation, whether oral or written, unless specifically authorized by RedQuanta in writing.

In the event any dispute, arbitration, or litigation arises out of, in connection with, or as the result of any act performed by Shopper pursuant to this agreement, or failure to perform, as the case may be, Shopper shall cooperate fully with RedQuanta in an effort to resolve same. Shopper agrees to indemnify and hold RedQuanta harmless of and from any and all claims, demands, suits, and liabilities, including costs and attorney's fees, to which RedQuanta may be subjected by reason of or in connection with any proceeding arising out of the conduct or omissions of Shopper. It is the policy of RedQuanta to avoid litigation whenever possible but the decision whether or not to enter into or maintain litigation shall be the decision of RedQuanta alone. This obligation shall survive the termination or expiration of this Agreement.

Shopper will not, on behalf of himself or any third party, employ, or seek to employ any person employed by or engaged by RedQuanta, or otherwise directly or indirectly induce such persons to leave their employment or independent contractor position thereat.

While Shopper is working for RedQuanta, and thereafter, Shopper will hold in the strictest confidence, maintain as confidential, and not disclose to any third party, the following:

Any and all information concerning RedQuanta's present or former customers, including their names and identities, locations and addresses, their employees and representatives, business practices, as well as the information sought to be gathered, and actually gathered, in connection with the services provided by RedQuanta to its customers;

Any and all information concerning RedQuanta's employees and representatives, as well as any information designated orally or in writing as confidential by RedQuanta regarding RedQuanta's sales methods, plans, and records, RedQuanta's collections on behalf of its customers, all written communications, training and marketing materials, and all other like documents not disseminated to the general public, including computer programs and printouts, as well as any other confidential information regarded by RedQuanta as a trade secret or otherwise protected from disclosure under applicable law. Shopper may, in accordance with the foregoing, use such information solely as necessary in Shopper's work for RedQuanta.

Either party may, at any time, terminate this Agreement for any reason, or for no reason at all. However, each shall continue to comply with any and all obligations of this Agreement that are intended to survive its termination or expiration.

Shopper understands that in the event of termination or expiration, Shopper will receive the balance of fees due to Shopper for reports that RedQuanta has deemed acceptable, and only for shopping assignments given by RedQuanta to Shopper and not those self-assigned by Shopper. RedQuanta and Shopper shall deal with each other fairly and in good faith relative to this Agreement.

Shopper further understands that if Shopper has participated in any shopping incentive promotion pursuant to which Shopper may be entitled to a bonus, trip, or other award, Shopper will not be entitled to same if it was not actually received prior to the date of termination.

In the event this Agreement is terminated or expires, Shopper shall immediately return to RedQuanta all documents and materials furnished by RedQuanta to Shopper, including, but not limited to, instructions and forms, confidential shopper reports and/or reports of any kind, computer print-outs, data files and computer storage media, computer access codes, plus any and all shopping aids, customer lists, shoppers lists, books, instruction manuals, and all other proprietary documents, materials and things in Shopper's possession, custody or control, including but not limited to all such items with the logo or trademark of RedQuanta or any related mark affixed thereto.

Shopper understands and agrees that any breach or threatened breach by Shopper of the non-competition and non-disclosure provisions contained in this Agreement will cause RedQuanta substantial, irreparable harm which is difficult to measure, and that RedQuanta therefore may obtain an injunction against such conduct and Shopper consents thereto. This right is in addition to any other rights RedQuanta may have against Shopper for breach of this Agreement. Therefore, whenever RedQuanta may apply for restraining order or injunction against Shopper for breaching or threatening to breach this Agreement as described above, Shopper waives any notice to which Shopper may be entitled and consents to such restraining order or injunction. Shopper further agrees that any bond required of RedQuanta in connection with any such restraining order or preliminary injunction shall not cost more than Rs 500.00. If RedQuanta proceeds against Shopper in the state court for Sacramento County, or the U. S. District Court situated in or closest to said county, on any cause of action arising out of this Agreement, Shopper agrees that such court may exercise personal jurisdiction over Shopper.

In the event of any breach of this Agreement by Shopper, Shopper agrees to pay RedQuanta all losses and damages sustained as a result thereof, as well as court costs, attorney fees, and related expenses.

Each notice to either RedQuanta or Shopper required hereunder shall be in writing and mailed to the addresses set forth in this Agreement unless and until any such address is changed in writing. RedQuanta and Shopper shall exercise best efforts to communicate to the other any such change in address. Such notices shall be deemed given when mailed by certified mail, return receipt requested.

Any written notice may be personally delivered, but personally delivered notices shall be deemed given only on the date of actual receipt. This Agreement contains the entire understanding and agreement between the parties with respect to the terms and conditions of Shopper's independent contractor relationship with RedQuanta. This Agreement may be modified only by a writing signed by the parties. RedQuanta may assign this Agreement to any successor to all or part of its business or to any parent, subsidiary, or affiliated company. Shopper may not assign this Agreement, or any part thereof, without RedQuanta's written consent. When both parties have signed this Agreement, it will bind and benefit both of them and any successors to their interest, including Shopper's heirs, executors and administrators.

This Agreement shall be governed by and interpreted in accordance with the laws of the State of California. If any provision of this Agreement shall be invalid under such laws, the validity of the other provisions shall not be affected thereby. Furthermore, Shopper agrees to abide by all local, state and national laws where applicable while serving in the capacity of Independent Contractor, Shopper to RedQuanta. This Agreement supersedes any prior agreements between the parties.

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